The Convertible Debenture Agreement is a crucial financing instrument in the Indian corporate landscape, typically used when companies seek to raise capital while offering investors the flexibility to convert their debt investment into equity. This document is essential for both private and public companies looking to secure funding without immediate equity dilution. The agreement must comply with Indian regulatory requirements, including the Companies Act, 2013, SEBI regulations, and foreign investment laws if applicable. It outlines detailed provisions for interest payments, conversion mechanisms, security arrangements, and investor rights. The document is particularly relevant for growth-stage companies, restructuring scenarios, or when traditional debt or equity financing alone may not meet the company's needs.
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1. Parties: Identification of the Company (Issuer) and the Debenture Holders (Subscribers)
2. Background: Context of the debenture issuance, including company's capital structure and purpose of raising funds
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Issue and Subscription: Terms of debenture issuance, including amount, face value, and subscription details
5. Interest: Interest rate, calculation method, payment frequency, and default provisions
6. Conversion Terms: Conversion ratio, timing, mechanics, and conditions for conversion into equity shares
7. Security: Details of security or charge created to secure the debentures
8. Representations and Warranties: Standard and specific representations by the company and debenture holders
9. Covenants: Positive and negative covenants binding the company
10. Events of Default: Circumstances constituting default and consequences thereof
11. Rights of Debenture Holders: Voting rights, information rights, and other specific rights
12. Transfer Restrictions: Limitations on transfer of debentures
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Debenture Trustee Provisions: Required when a debenture trustee is appointed to represent debenture holders
2. Tag-Along Rights: Optional protection for debenture holders in case of share transfer by promoters
3. Anti-dilution Protection: Adjustments to conversion price in case of corporate actions
4. Foreign Investment Compliance: Required when debenture holders include foreign investors
5. Put Option: Optional right for debenture holders to seek early redemption
6. Call Option: Optional right for the company to force early conversion or redemption
7. Green Shoe Option: Optional provision for additional debenture issuance
8. Information Rights: Enhanced reporting requirements beyond statutory obligations
1. Schedule 1 - Debenture Certificate Format: Template of the debenture certificate to be issued
2. Schedule 2 - Conversion Notice: Format of notice for exercising conversion option
3. Schedule 3 - Security Details: Detailed description of assets charged as security
4. Schedule 4 - Financial Covenants: Specific financial ratios and thresholds to be maintained
5. Schedule 5 - Corporate Information: Company's corporate and capital structure details
6. Schedule 6 - Payment Schedule: Detailed interest payment dates and calculations
7. Schedule 7 - Conversion Calculations: Detailed methodology for calculating conversion ratio and adjustments
8. Appendix A - Board Resolution: Copy of board resolution approving debenture issuance
9. Appendix B - Shareholders' Resolution: Copy of shareholders' resolution approving debenture issuance
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